Exhibit 10.2


 


REGISTRATION RIGHTS AGREEMENT


 


This Registration Rights
Agreement (this “Agreement”) is made and entered into as of [_______________], 2018 by and among NeuroOne
Medical Technologies Corporation, a Delaware corporation (the “Company”), each of the persons who have
executed counterpart signature pages hereto (each a “Purchaser” and collectively, the “Purchasers”)
and persons or entities identified on Schedule 1 hereto holding Broker Warrants (each a “Broker”
and collectively, the “Brokers”).


 


WHEREAS,
the Company has agreed to enter into a registration rights agreement with each of the Purchasers to the Offering who purchased
Units pursuant to a subscription agreement (the “Subscription Agreement”), granting such Purchasers certain
registration rights with respect to the Shares.


 


WHEREAS,
the Company has agreed to enter into a registration rights agreement with each person or entity holding Broker Warrants, granting
such Brokers registration rights with respect to the shares of Common Stock issuable to such Brokers upon the exercise of the Brokers
Warrants (the “Broker Shares”).


 


Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.


 


1. Definitions.


 


“Affiliate”
means, with respect to any person, any other person which directly or indirectly controls, is controlled by, or is under common
control with, such person.


 


“Commission”
means the Securities and Exchange Commission.


 


“Common
Stock” means the common stock of the Company, par value $0.001 per share.


 


“Effectiveness
Date” means, with respect to the Registration Statement required to be filed hereunder, the 180th calendar
day following the final closing of the Offering; provided, however, that in the event the Company is notified by
the Commission that one or more of the above Registration Statements will not be reviewed or is no longer subject to further review
and comments, the Effectiveness Date as to such Registration Statement shall be the tenth (10th) Trading Day following
the date on which the Company is so notified if such date precedes the dates otherwise required above, provided, further, if such
Effectiveness Date falls on a day that is not a Trading Day, then the Effectiveness Date shall be the next succeeding Trading Day.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.


 


“Filing
Date” means, with respect to the Registration Statement required hereunder, the 75th calendar day following
the final closing of the Offering, provided, further, if such Filing Date falls on a Saturday, Sunday or other day that the Commission
is closed for business, then the Filing Date shall be the next succeeding Trading Day on which the Commission is open for business.


 


“FINRA”
means the Financial Industry Regulatory Authority, Inc.


 


“Holder”
or “Holders” means the holder or holders, as the case may be, from time to time of Registrable Securities.


 






     


     


    

 


“Prospectus”
means the prospectus included in a Registration Statement (including, without limitation, a prospectus that includes any information
previously omitted from a prospectus filed as part of an effective registration statement in reliance upon Rule 430A promulgated
by the Commission pursuant to the Securities Act), as amended or supplemented by any prospectus supplement, with respect to the
terms of the offering of any portion of the Registrable Securities covered by a Registration Statement, and all other amendments
and supplements to the Prospectus, including post-effective amendments, and all material incorporated by reference or deemed to
be incorporated by reference in such Prospectus.


 


“Purchaser”
or “Purchasers” has the meaning set forth in the Preamble.


 


“Registrable
Securities” means, as of any date of determination: all of the (a) Shares, (b) Warrant Shares, (c) Broker Warrant
Shares and (d) any securities issued or then issuable upon any stock split, dividend or other distribution, recapitalization or
similar event with respect to the foregoing; provided, that the Holder has completed and delivered to the Company a Selling
Stockholder Questionnaire; and provided, further, such Holder’s Shares and Warrant Shares shall cease to be Registrable
Securities (and the Company shall not be required to maintain the effectiveness of any, or file another, Registration Statement
hereunder with respect thereto) upon the earliest to occur of the following: (a) a Registration Statement with respect to the sale
of such Registrable Securities is declared effective by the Commission under the Securities Act and such Registrable Securities
have been disposed of by the Holder in accordance with such effective Registration Statement, (b) such Registrable Securities are
sold in accordance with Rule 144 promulgated by the Commission pursuant to the Securities Act, or (c) such securities become eligible
for resale by the Holder under Rule 144 without the requirement for the Company to be in compliance with the current public information
requirement thereunder and without volume or manner-of-sale restrictions as set forth in a written opinion letter issued by counsel
to the Company to such effect, addressed, delivered and acceptable to the Transfer Agent.


 


“Registration
Statement” means any registration statement of the Company filed under the Securities Act that covers the resale
of any of the Registrable Securities pursuant to Section 2(a), including amendments and supplements to any such registration statement,
including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be
incorporated by reference in any such registration statement.


 


“Rule 415”
means Rule 415 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“Rule 424”
means Rule 424 promulgated by the Commission pursuant to the Securities Act, as such Rule may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission having substantially the same purpose and effect as such Rule.


 


“SEC Guidance”
means (i) any publicly-available written or oral guidance of the Commission staff, or any comments, requirements or requests of
the Commission staff and (ii) the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.


 


“Shares”
means the shares of Common Stock issued or issuable to the Purchasers pursuant to the Subscription Agreement.


 






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“Trading
Day” means any day on which such national securities exchange, the OTC Pink Market, the OTCQB Market or such other
securities market or quotation system, which at the time constitutes the principal securities market for the Common Stock, is open
for general trading of securities.


 


“Warrants”
means the Warrants issued pursuant to the Subscription Agreement.


 


“Warrant
Shares” means the shares of Common Stock issued or issuable upon exercise of the Warrants.


 


2. Resale
Shelf Registration.


 


(a) On
or prior to the Filing Date, the Company shall prepare and file with the Commission a Registration Statement (which shall be on
Form S-1 or if permitted in accordance with SEC Guidance and applicable rules, on Form S-3) covering the resale of all of the Registrable
Securities that are not already registered on an existing and effective Registration Statement for an offering to be made on a
continuous basis pursuant to Rule 415 or, if Rule 415 is not available for offers and sales of the Registrable Securities, by such
other means of distribution of Registrable Securities as the Holders may reasonably specify. Subject to the terms of this Agreement,
the Company shall use its commercially reasonable efforts to cause a Registration Statement filed under this Agreement to be declared
effective by the Commission as soon as practical, but in any event no later than the Effectiveness Date, and shall use its commercially
reasonable efforts to keep such Registration Statement continuously effective under the Securities Act (or file and keep continuously
effective one or more replacement Registration Statements to register all Registrable Securities) until the earlier of (i) such
time as all Registrable Securities covered by such Registration Statement have been publicly sold by Holders or (ii) the date that
all Registrable Securities covered by such Registration Statement may be sold by non-affiliates without volume or manner-of-sale
restrictions pursuant to Rule 144 and without the requirement for the Company to be in compliance with the current public information
requirement under Rule 144, as determined by the counsel to the Company pursuant to a written opinion letter to such effect, addressed
and reasonably acceptable to the Transfer Agent (the “Effectiveness Period”). The Company shall file
a final Prospectus with the Commission as required by Rule 424 with respect to each Registration Statement.


 


(b) Notwithstanding
the registration obligations set forth in Section 2(a), if the Commission informs the Company that all of the Registrable Securities
cannot, as a result of the application of Rule 415, be registered for resale as a secondary offering on a single registration statement,
the Company agrees to promptly (i) inform each of the Holders thereof and use its commercially reasonable efforts to file amendments
to the Registration Statement as required by the Commission and/or (ii) withdraw the Registration Statement and file one or more
new registration statements (together, the “New Registration Statement”), in either case, covering the
maximum number of Registrable Securities permitted to be registered by the Commission, on such other form available to register
for resale the Registrable Securities as a secondary offering; provided, however, that prior to filing such amendment
or New Registration Statement, the Company shall be obligated to use commercially reasonable efforts to advocate with the Commission
for the registration of all of the Registrable Securities in accordance with the SEC Guidance, including without limitation, the
Compliance and Disclosure Interpretation 612.09 with respect to the Securities Act Rule 415, dated January 26, 2009, compiled by
the Commission’s Division of Corporate Finance.


 


(c) Notwithstanding
any other provision of this Agreement, if the Commission or any SEC Guidance sets forth a limitation on the number of Registrable
Securities permitted to be registered on a particular Registration Statement as a secondary offering, unless otherwise directed
in writing by a Holder as to its Registrable Securities, the number of Registrable Securities to be registered on such Registration
Statement will be reduced as follows: (i) first, by Registrable Securities not acquired pursuant to a Subscription Agreement; (ii)
second, by Registrable Securities represented by Holders of Warrant Shares (applied, in the case that some Warrant Shares may be
registered, to such Holders on a pro rata basis based on the number of unregistered Warrant Shares held by such Holders); and (iii)
third, by Registrable Securities represented by shares of Common Stock issued in the Offering (applied, in the case that if some
of such shares of Common Stock may be registered, to the Holders on a pro rata basis based on the number of unregistered shares
held by such Holders).


 






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(d) [RESERVED.]


 


(e) Holder
agrees to furnish to the Company a completed Selling Stockholder Questionnaire attached hereto as Exhibit A on the date
hereof. Prior to the first anticipated filing date of a Registration Statement for any registration under this Agreement, the Company
will notify Holder of the information the Company requires from Holder other than the information contained in the Selling Stockholder
Questionnaire, if any, which shall be completed and delivered to the Company promptly upon request and, in any event, within three
(3) Trading Days prior to the applicable anticipated filing date. Holder further agrees that it shall not be entitled to be named
as a selling stockholder in the Registration Statement or use a Prospectus for offers and resales of Registrable Securities at
any time, unless Holder has returned to the Company a completed and signed Selling Stockholder Questionnaire and a response to
any requests for further information in the time frame and as described in the previous sentence. Holder acknowledges and agrees
that the information in the Selling Stockholder Questionnaire or request for further information as described in this Section 2(e)
will be used by the Company in the preparation of the Registration Statement and hereby consents to the inclusion of such information
in the Registration Statement.


 


(f) In
its sole discretion, the Company may undertake to register the Registrable Securities on Form S-3 after such form is available
to the Company, provided that the Company shall maintain the effectiveness of the Registration Statement then
in effect until such time as a Registration Statement on Form S-3 covering the Registrable Securities has been declared by
the Commission to be or otherwise becomes effective. 


 


3. Registration
Procedures. In connection with the Company’s registration obligations hereunder, the Company shall:


 


(a) (i)
Prepare and file with the Commission such amendments, including post-effective amendments and supplements, to each Registration
Statement and the Prospectus used in connection therewith as may be necessary to keep such Registration Statement continuously
effective as to the applicable Registrable Securities for the Effectiveness Period, (ii) cause the related Prospectus to be amended
or supplemented by any required Prospectus supplement (subject to the terms of this Agreement), and, as so supplemented or amended,
to be filed pursuant to Rule 424, (iii) respond as promptly as reasonably practicable to any comments received from the Commission
with respect to each Registration Statement or any amendment thereto, and (iv) during the Effectiveness Period, comply with the
provisions of the Securities Act and the Exchange Act with respect to the disposition of all Registrable Securities covered by
a Registration Statement until such time as all of such Registrable Securities shall have been disposed of (subject to the terms
of this Agreement) in accordance with the intended methods of disposition by the Holders thereof as set forth in such Registration
Statement as so amended or in such Prospectus as so supplemented; provided, however, that each Holder shall be responsible for
the delivery of the Prospectus to the Persons to whom such Holder sells any of the Shares or the Warrant Shares (including in accordance
with Rule 172 under the Securities Act), and Holder agrees to dispose of Registrable Securities in compliance with applicable federal
and state securities laws.


 






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(b) Notify
each Holder as promptly as reasonably practicable, but in no event longer than seven (7) Trading Days after such event, (i) when
the Registration Statement has become effective, (ii) of any request by the Commission or any other federal or state governmental
authority for amendments or supplements to a Registration Statement or Prospectus or for additional information that pertains to
the Holders as “Selling Stockholders” or the “Plan of Distribution”, (iii) of the issuance by the Commission
or any other federal or state governmental authority of any stop order suspending the effectiveness of a Registration Statement
covering any or all of the Registrable Securities or the initiation of any governmental action, litigation, hearing or other proceeding
(“Proceedings”) for that purpose, and (iv) of the receipt by the Company of any notification with respect
to the suspension of the qualification or exemption from qualification of any of the Registrable Securities for sale in any jurisdiction,
or the initiation or threatening of any Proceeding for such purpose.


 


(c) Use
commercially reasonable efforts to avoid the issuance of, or, if issued, obtain the withdrawal of (i) any order stopping or suspending
the effectiveness of a Registration Statement, or (ii) any suspension of the qualification (or exemption from qualification) of
any of the Registrable Securities for sale in any jurisdiction, as soon as practicable.


 


(d) Prior
to any resale of Registrable Securities by a Holder, use its commercially reasonable efforts to register or qualify or cooperate
with the selling Holders in connection with the registration or qualification (or exemption from the Registration or qualification)
of such Registrable Securities for the resale by the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each registration or qualification (or exemption therefrom)
effective during the Effectiveness Period and to do any and all other acts or things reasonably necessary to enable the disposition
in such jurisdictions of the Registrable Securities covered by each Registration Statement; provided, that the Company shall not
be required to qualify generally to do business in any jurisdiction where it is not then so qualified, subject the Company to any
material tax in any such jurisdiction where it is not then so subject or file a general consent to service of process in any such
jurisdiction.


 


(e) If
requested by a Holder, cooperate with such Holder to facilitate the preparation and delivery of certificates or book entry statements
representing Registrable Securities to be delivered to a transferee pursuant to a Registration Statement, which certificates or
book entry statements shall be free, to the extent permitted by the Subscription Agreement and under law, of all restrictive legends,
and to enable such Registrable Securities to be in such denominations and registered in such names as any such Holder may reasonably
request.


 


(f) [Reserved.]


 


(g) [Reserved.]


 


(h) [Reserved.]


 


(i) The
Company may require each selling Holder to furnish to the Company a certified statement as to (i) the number of shares of
Common Stock beneficially owned by such Holder and any Affiliate thereof, (ii) any FINRA affiliations, (iii) any natural
persons who have the power to vote or dispose of the Common Stock and (iv) any other information as may be requested by the
Commission, FINRA or any state securities commission.


 


4. Registration
Expenses. All fees and expenses incident to the Company’s performance of or compliance with this Agreement by the Company
shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. In no event
however shall the Company be responsible for any underwriting, broker or similar commissions of any Holder or any legal fees or
other costs of the Holders except for the Fee.


 






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5. Indemnification.


 


(a) Indemnification
by the Company. The Company shall, notwithstanding any termination of this Agreement, indemnify and hold harmless each Holder,
the officers, directors, members, partners, agents, brokers (including brokers who offer and sell Registrable Securities as principal
as a result of a pledge or any failure to perform under a margin call of Common Stock), investment advisors and employees of each
of them, each Person who controls any such Holder (within the meaning of Section 15 of the Securities Act or Section 20 of the
Exchange Act) and the officers, directors, members, stockholders, partners, agents and employees of each such controlling Person,
to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including,
without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising
out of or based upon (1) any untrue or alleged untrue statement of a material fact contained in any Registration Statement, any
Prospectus or any form of prospectus or in any amendment or supplement thereto, preliminary prospectus, free writing prospectus
(as defined in Rule 405 promulgated under the Securities Act), or arising out of or relating to any omission or alleged omission
to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any Prospectus
or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged
violation by the Company of the Securities Act, the Exchange Act or any state securities law, or any rule or regulation thereunder,
in connection with the performance of its obligations under this Agreement, except to the extent that (i) such untrue statements
or omissions are based solely upon information regarding such Holder furnished in writing to the Company by such Holder for use
therein, or to the extent that such information relates to such Holder or such Holder’s proposed method of distribution of
Registrable Securities and was reviewed and approved in writing by such Holder for use in a Registration Statement, such Prospectus,
preliminary prospectus, free writing prospectus, or in any amendment or supplement thereto (it being understood that each Holder
has approved the contents of the Selling Stockholder Questionnaire for this purpose), (ii) the use by a Holder of an outdated,
defective or otherwise unavailable Prospectus after the Company has notified the Holder in writing that the Prospectus is outdated,
defective or otherwise unavailable for use by such Holder or (iii) to the extent that any such Losses arise out of the Holder’s
(or any other indemnified Person’s) failure to send or give a copy of the Prospectus or supplement (as then amended or supplemented),
if required, pursuant to Rule 172 under the Securities Act (or any successor rule) to the Persons asserting an untrue statement
or alleged untrue statement or omission or alleged omission at or prior to the written confirmation of the sale of the Registrable
Securities to such Person if such statement or omission was corrected in such Prospectus or supplement. The Company shall notify
the Holders of the institution, threat or assertion of any governmental action, litigation, hearing or other proceeding arising
from or in connection with the transactions contemplated by this Agreement of which the Company is aware.


 


(b) Indemnification
by Holders. Each Holder shall, severally and not jointly, indemnify and hold harmless the Company, its directors, officers,
agents, stockholders, Affiliates, and employees, each Person who controls the Company (within the meaning of Section 15 of the
Securities Act and Section 20 of the Exchange Act), and the directors, officers, partners, members, managers, stockholders, agents
or employees of such controlling Persons, to the fullest extent permitted by applicable law, from and against all Losses, as incurred,
to the extent arising out of or based upon: (x) such Holder’s failure to comply with any applicable prospectus delivery requirements
of the Securities Act through no fault of the Company or (y) any untrue or alleged untrue statement of a material fact contained
in any Registration Statement, any Prospectus, preliminary prospectus, free writing prospectus, or in any amendment or supplement
thereto, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or
necessary to make the statements therein (in the case of any Prospectus or supplement thereto, in light of the circumstances under
which they were made) not misleading (i) to the extent that such untrue statement or omission is based upon information furnished
by such Holder to the Company for inclusion in such Registration Statement or such Prospectus or (ii) to the extent that such information
relates to such Holder’s proposed method of distribution of Registrable Securities and was reviewed and approved by such
Holder for use in a Registration Statement (it being understood that the Holder has approved the contents of the Selling Stockholder
Questionnaire for this purpose), such Prospectus, preliminary prospectus, free writing prospectus, or in any amendment or supplement
thereto or (iii) to the extent related to the use by such Holder of an outdated, defective or otherwise unavailable Prospectus
after the Company has notified the Holder that the Prospectus is outdated, defective or otherwise unavailable for use by such Holder.


 






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(c) Conduct
of Indemnification Proceedings. (i) If any Proceeding shall be brought or asserted against any Person entitled to indemnity
hereunder (an “Indemnified Party”), such Indemnified Party shall promptly notify the Person from whom
indemnity is sought (the “Indemnifying Party”) in writing, and the Indemnifying Party shall have the
right to assume the defense thereof, including the employment of counsel reasonably satisfactory to the Indemnified Party and the
payment of all reasonable fees and expenses incurred in connection with defense thereof; provided, that the failure of any Indemnified
Party to give such notice shall not relieve the Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally determined by a court of competent jurisdiction (which determination is
not subject to appeal or further review) that such failure shall have materially and adversely prejudiced the Indemnifying Party.


 


(ii) An
Indemnified Party shall have the right to employ separate counsel in any such Proceeding and to participate in the defense thereof,
but the fees and expenses of such counsel shall be at the expense of such Indemnified Party or Parties unless: (1) the Indemnifying
Party has agreed in writing to pay such fees and expenses, (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to such Indemnified Party in any such Proceeding, or (3)
the named parties to any such Proceeding (including any impleaded parties) include both such Indemnified Party and the Indemnifying
Party, and such Indemnified Party shall have been advised by counsel that a material conflict of interest exists if the same counsel
were to represent such Indemnified Party and the Indemnifying Party (in which case, if such Indemnified Party notifies the Indemnifying
Party in writing that it elects to employ separate counsel at the expense of the Indemnifying Party, the Indemnifying Party shall
not have the right to assume the defense thereof and the reasonable fees and expenses of no more than one separate counsel shall
be at the expense of the Indemnifying Party). The Indemnifying Party shall not be liable for any settlement of any such Proceeding
effected without its written consent, which consent shall not be unreasonably withheld, delayed or conditioned. No Indemnifying
Party shall, without the prior written consent of the Indemnified Party, effect any settlement of any pending Proceeding in respect
of which any Indemnified Party is a party, unless such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.


 


(iii) Subject
to the terms of this Agreement, all reasonable fees and expenses of the Indemnified Party (including reasonable fees and expenses
to the extent incurred in connection with investigating or preparing to defend such Proceeding in a manner not inconsistent with
this Section) shall be paid to the Indemnified Party, as incurred, within ten (10) Trading Days of written notice thereof to the
Indemnifying Party; provided, that, the Indemnified Party shall promptly reimburse the Indemnifying Party for that portion of such
fees and expenses applicable to such actions for which such Indemnified Party is finally determined by a court of competent jurisdiction
(which determination is not subject to appeal or further review) not to be entitled to indemnification hereunder.


 






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(d) Contribution.
(i) If a claim for indemnification under Section 5(a) or 5(b) is unavailable to an Indemnified Party or insufficient to hold an
Indemnified Party harmless for any Losses, then each Indemnifying Party, in lieu of indemnifying such Indemnified Party, shall
contribute to the amount paid or payable by such Indemnified Party as a result of such Losses, in such proportion as is appropriate
to reflect the relative fault of the Indemnifying Party and Indemnified Party in connection with the actions, statements or omissions
that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of such Indemnifying Party
and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue
or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or
relates to information supplied by, such Indemnifying Party or Indemnified Party, and the parties’ relative intent, knowledge,
access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a
party as a result of any Losses shall be deemed to include, subject to the limitations set forth in this Agreement, any reasonable
attorneys’ or other reasonable fees or expenses incurred by such party in connection with any Proceeding to the extent such
party would have been indemnified for such fees or expenses if the indemnification provided for in this Section was available to
such party in accordance with its terms.


 


(ii) The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 5(d) were determined by pro
rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in
the immediately preceding paragraph. Notwithstanding the provisions of this Section 5(d), no contribution will be made under circumstances
where the maker of such contribution would not have been required to indemnify the Indemnified Party under the fault standards
set forth in this Section 5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.


 


(iii) The
indemnity and contribution agreements contained in this Section are in addition to any liability that the Indemnifying Parties
may have to the Indemnified Parties and are not in diminution or limitation of the indemnification provisions under the Subscription
Agreement.


 


6. Miscellaneous.


 


(a) Remedies.
In the event of a breach by the Company or by Holder of any of its obligations under this Agreement, Holder or the Company, as
the case may be, in addition to being entitled to exercise all rights granted by law and under this Agreement, including recovery
of damages, shall be entitled to specific performance of its rights under this Agreement. Each of the Company and Holder agrees
that monetary damages would not provide adequate compensation for any Losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any action for specific performance in respect of
such breach, it shall not assert or shall waive the defense that a remedy at law would be adequate.


 


(b) Compliance.
Holder covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to
it (unless an exemption therefrom is available) in connection with sales of Registrable Securities pursuant to a Registration Statement
and shall sell the Registrable Securities only in accordance with a method of distribution described in a Registration Statement.


 


(c) Discontinued
Disposition. By its acquisition of Registrable Securities, Holder agrees that, upon receipt of a notice from the Company of
the occurrence of any event that makes the Registration Statement outdated, defective or otherwise unavailable, Holder will forthwith
discontinue disposition of such Registrable Securities under a Registration Statement until it is advised in writing by the Company
or an agent of the Company that the use of the applicable Prospectus (as it may have been supplemented or amended) may be resumed.
The Company will use its commercially reasonable efforts to ensure that the use of the Prospectus may be resumed as promptly as
is practicable, and shall advise Holder thereof as promptly as practicable.


 






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(d) Piggy-Back
Registrations. If, at any time during the Effectiveness Period, there is not an effective Registration Statement covering all
of the Registrable Securities and the Company shall determine to prepare and file with the Commission a registration statement
relating to an offering for its own account or the account of others under the Securities Act of any of its equity securities,
other than on Form S-4 or Form S-8 (each as promulgated under the Securities Act) or their then equivalents relating to equity
securities to be issued solely in connection with any acquisition of any entity or business or equity securities issuable in connection
with the Company’s incentive, stock option or other employee benefit plans, then the Company shall deliver to the Holder
a written notice of such determination and, if within five (5) Trading Days after the date of the delivery of such notice, Holder
shall so request in writing, the Company shall include in such registration statement all or any part of such Registrable Securities
such Holder requests to be registered; provided, however, that the Company shall not be required to register any Registrable Securities
pursuant to this Section 6(d) that are the subject of an existing effective Registration Statement. The registration of the Registrable
Securities pursuant to this Section 6(d) shall not be considered the satisfaction of the requirements of the Company pursuant to
Sections 2 and 3 of this Agreement, subject to Section 2(d).


 


(e) Addresses
and Notices. Any and all notices or other communications or deliveries required or permitted to be provided hereunder shall
be in writing and shall be deemed given and effective on the earliest of (a) the date of transmission, if such notice or communication
is delivered via e-mail transmission or facsimile (provided the sender receives a machine-generated confirmation of successful
transmission) at the facsimile number specified in this Section prior to 5:00 P.M., New York City time, on a business day, (b)
the next business day after the date of transmission, if such notice or communication is delivered via facsimile at the facsimile
number specified in this Section on a day that is not a business day or later than 5:00 P.M., New York City time, on any business
day, (c) the business day following the date of mailing, if sent by U.S. nationally recognized overnight courier service with next
day delivery specified, or (d) upon actual receipt by the party to whom such notice is required to be given. The address for such
notices and communications shall be as follows:


 


	 	If to the Company to:	NeuroOne Medical Technologies Corporation
	 	 	10006 Liatris Lane
	 	 	Eden Prairie, MN 55347
	 	 	Telephone: (952) 237-7412
	 	 	Attention: David A. Rosa
	 	 	Email: daver@neurooneinc.com
	 	 	 
	 	With copies to:	Honigman Miller Schwartz and Cohn LLP
	 	 	650 Trade Centre Way
	 	 	Suite 200
	 	 	Kalamazoo, MI 49002
	 	 	Telephone No.: (269) 337-7702
	 	 	Facsimile No.: (269) 337-7703
	 	 	Attention: Phillip D. Torrence
	 	 	E-mail: PTorrence@honigman.com
	 	 	 
	 	If to a Holder:	As set forth on their signature page hereto


 






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(f) Titles
and Captions. All Article and Section titles or captions in this Agreement are for convenience only. They shall not be deemed
part of this Agreement and do not in any way define, limit, extend or describe the scope or intent of any provisions hereof.


 


(g) Assignability.
This Agreement shall inure to the benefit of and be binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of Holder. Nothing in this Agreement, express or implied, is intended to confer upon any party other
than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by
reason of this Agreement, except as expressly provided in this Agreement. The Company may not assign its rights (except by merger
or in connection with another entity acquiring all or substantially all of the Company’s assets) or obligations hereunder
without the prior written consent of all the Holders holding no less than a majority of the then outstanding Registrable Securities.
Holder may assign its respective rights hereunder in the manner and to the Persons as permitted under the Subscription Agreement;
provided in each case that (i) the Holder agrees in writing with the transferee or assignee to assign such rights and related obligations
under this Agreement, and for the transferee or assignee to assume such obligations, and a copy of such agreement is furnished
to the Company within a reasonable time after such assignment, (ii) the Company is, within a reasonable time after such transfer
or assignment, furnished with written notice of the name and address of such transferee or assignee and the securities with respect
to which such registration rights are being transferred or assigned, (iii) at or before the time the Company received the written
notice contemplated by clause (ii) of this sentence, the transferee or assignee agrees in writing with the Company to be bound
by all of the provisions contained herein and (iv) the transferee is an “accredited investor,” as that term is defined
in Rule 501 of Regulation D.


 


(h) Applicable
Law. All questions concerning the construction, validity, enforcement and interpretation of this Agreement shall be determined
in accordance with the provisions of the Subscription Agreement.


 


(i) Amendments
and Waivers. The provisions of this Agreement, including the provisions of this sentence, may not be amended, modified or supplemented,
or waived unless the same shall be in writing and signed by the Company and Holders holding no less than a majority of the then
outstanding Registrable Securities, in which case such amendment, modification, supplement or waiver shall be binding on all Holders,
provided that any party may give a waiver as to itself.  Notwithstanding the foregoing,  a waiver or consent to depart
from the provisions hereof with respect to a matter that relates exclusively to the rights of Holders and that does not directly
or indirectly affect the rights of other Holders may be given by Holders of all of the Registrable Securities to which such waiver
or consent relates; provided, however, that the provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the immediately preceding sentence.


 


(j) Counterparts.
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement
and all of which, when taken together, will be deemed to constitute one and the same agreement. In the event that any signature
is delivered by facsimile transmission or by e-mail delivery of a “.pdf” format data file, such signature shall create
a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect
as if such facsimile or “.pdf” signature page were an original thereof.


 


(k) Severability.
If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full
force and effect and shall in no way be affected, impaired or invalidated, and the parties hereto shall use their good faith reasonable
efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated by such
term, provision, covenant or restriction.  It is hereby stipulated and declared to be the intention of the parties that they
would have executed the remaining terms, provisions, covenants and restrictions without including any of such that may be hereafter
declared invalid, illegal, void or unenforceable.


 


[REMAINDER OF PAGE INTENTIONALLY
LEFT BLANK]


 




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IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	NEUROONE MEDICAL TECHNOLOGIES CORPORATION
	 	 
	 	By:	                       
	 	Name:	David Rosa
	 	Title:	 





 






    	 	11	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.


 


	 	NAME OF HOLDER
	 	 
	 	AUTHORIZED SIGNATORY
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 
	 	 	 
	 	ADDRESS
	 	 	 
	 	c/o:	 
	 	 	 
	 	Street:	 
	 	 	 
	 	City/State/Zip:	 
	 	 	 
	 	Attention:	 
	 	 	 
	 	Tel:	 
	 	 	 
	 	Fax:	 
	 	 	 
	 	Email:	 


 




    	 	12	 



     


    

 


Schedule 1



Brokers



[__________]


 




    	 	13	 



     


    

 


Exhibit A



Selling Stockholder Notice and Questionnaire


 


The undersigned holder
of shares of the common stock, par value $0.001 per share (the “Registrable Securities”) of NeuroOne Medical
Technologies Corporation, a Delaware corporation (the “Company”), issued pursuant to a certain Subscription
Agreement (the “Subscription Agreement”) understands that the Company intends to file with the Securities and
Exchange Commission (the “Commission”) a registration statement (the “Registration Statement”)
for the registration and resale under Rule 415 of the Securities Act of 1933, as amended (the “Securities Act”),
of the Registrable Securities, in accordance with the terms of the Subscription Agreement. A copy of the Subscription Agreement
is available from the Company upon request at the address set forth below. All capitalized terms not otherwise defined herein shall
have the meanings ascribed thereto in the Subscription Agreement.


 


In order to sell or otherwise dispose of
any Registrable Securities pursuant to the Registration Statement, a holder of Registrable Securities generally will be required
to be named as a selling stockholder in the related prospectus or a supplement thereto (as so supplemented, the “Prospectus”),
deliver the Prospectus to purchasers of Registrable Securities (including pursuant to Rule 172 under the Securities Act) and
be bound by the provisions of the Subscription Agreement (including certain indemnification provisions, as described below). 
Holders must complete and deliver this Notice and Questionnaire in order to be named as selling stockholders in the Prospectus.  Holders
of Registrable Securities who do not complete, execute and return this Notice and Questionnaire within three (3) Trading Days
following the date of the Subscription Agreement (1) will not be named as selling stockholders in the Registration Statement
or the Prospectus and (2) may not use the Prospectus for resales of Registrable Securities.


 


Certain legal consequences
arise from being named as a selling stockholder in the Registration Statement and the related prospectus. Accordingly, holders
of Registrable Securities are advised to consult their own securities law counsel regarding the consequences of being named or
not being named as a selling stockholder in the Registration Statement and the related prospectus.


 


NOTICE


 


The undersigned holder
(the “Selling Stockholder”) of Registrable Securities hereby gives notice to the Company of its intention to
sell or otherwise dispose of Registrable Securities owned by it and listed below in Item (3), unless otherwise specified in Item
(3), pursuant to the Registration Statement.  The undersigned, by signing and returning this Notice and Questionnaire, understands
and agrees that it will be bound by the terms and conditions of this Notice and Questionnaire and the Agreement. 


 




    	 	14	 



     


    



 


The undersigned hereby
provides the following information to the Company and represents and warrants that such information is accurate and complete:


 


QUESTIONNAIRE


 


		1.	Name.



 


		(a)	Full Legal Name of Selling Stockholder



 


	
        

         



 


		(b)	Full Legal Name of Registered Holder (if not the same as (a) above) through which Registrable Securities
are held:



 





	
        

         



 


		(c)	Full Legal Name of Natural Control Person(s) (which means a natural person who directly or indirectly
alone or with others has power to vote or dispose of the securities covered by this Questionnaire):



 





	
        

         



 


2. Address for Notices to Selling
Stockholder.


 


	
         

	 
	 
	Telephone:	 
	Fax:	 
	Contact Person: 	 


 


3. Beneficial Ownership
of Registrable Securities Issuable Pursuant to the Subscription Agreement:


 


		(a)	Type and Number of Registrable Securities beneficially
owned and issued pursuant to the Subscription Agreement:



 


 


  


		(b)	Number of shares of Common Stock to be registered pursuant
to this Notice for resale:



 


 


 




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4. Broker-Dealer Status.


 


		(a)	Are you a broker-dealer?



 


Yes
☐ No ☐


 


		(b)	If “yes” to Section 4(a), did you receive your Registrable Securities as compensation
for investment banking services to the Company?



 


Yes
☐ No ☐


 


		Note:	If “no” to Section 4(b), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


		(c)	Are you an affiliate of a broker-dealer?



 


Yes
☐ No ☐


 


Note: If yes, provide a narrative
explanation below:


 


		(d)	If you are an affiliate of a broker-dealer, do you certify that you purchased the Registrable Securities
in the ordinary course of business, and at the time of the purchase of the Registrable Securities to be resold, you had no agreements
or understandings, directly or indirectly, with any person to distribute the Registrable Securities?



 


Yes
☐ No ☐


 


		Note:	If “no” to Section 4(d), the Commission’s
staff has indicated that you should be identified as an underwriter in the Registration Statement.



 


5. Beneficial Ownership of Other
Securities of the Company Owned by the Selling Stockholder.


 


Except as set forth below
in this Item 5, the undersigned is not the beneficial or registered owner of any securities of the Company other than the Registrable
Securities listed above in Item 3.


 


		(a)	Type and Amount of other securities beneficially owned by the Selling Stockholder:



 





	
        

         



 


6. Relationships with the Company.


 


Except as set forth below,
neither the undersigned nor any of its affiliates, officers, directors or principal equity holders (owners of 5% of more of the
equity securities of the undersigned) has held any position or office or has had any other material relationship with the Company
(or its predecessors or affiliates) during the past three years.


 


State any exceptions here:


 


	
         

        

	 
	 


 






    	 	16	 



     


    

 


The undersigned agrees
to promptly notify the Company of any inaccuracies or changes in the information provided herein that may occur subsequent to the
date hereof and prior to the effective date of the applicable Registration Statement. All notices hereunder and pursuant to the
Agreement shall be made at the address set forth below. In the absence of any such notification, the Company shall be entitled
to continue to rely on the accuracy of the information in this Notice and Questionnaire.


 


By signing below, the
undersigned consents to the disclosure of the information contained herein in its answers to Items 1 through 7 and the inclusion
of such information in the Registration Statement and the related prospectus and any amendments or supplements thereto. The undersigned
understands that such information will be relied upon by the Company in connection with the preparation or amendment of the Registration
Statement and the related prospectus and any amendments or supplements thereto.


 


By signing below, the
undersigned acknowledges that it understands its obligation to comply, and agrees that it will comply, with the provisions of the
Exchange Act and the rules and regulations thereunder, particularly Regulation M in connection with any offering of Registrable
Securities pursuant to the Registration Statement.  The undersigned also acknowledges that it understands that the answers
to this Questionnaire are furnished for use in connection with Registration Statements filed pursuant to the Registration Rights
Agreement and any amendments or supplements thereto filed with the Commission pursuant to the Securities Act.


 


I confirm that, to
the best of my knowledge and belief, the foregoing statements (including without limitation the answers to this Questionnaire)
are correct.


 




    	 	17	 



     


    

 


IN WITNESS WHEREOF
the undersigned, by authority duly given, has caused this Notice and Questionnaire to be executed and delivered either in person
or by its duly authorized agent.


 


Date: ___________________________


 


Name of Holder (print): _______________________________________________________________


 


Signature (individual):  ________________________________________________________________


 





	Signature (corporate):	 
	 	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 




 


PLEASE FAX A COPY
(OR EMAIL A .PDF COPY) OF THE COMPLETED AND EXECUTED NOTICE AND QUESTIONNAIRETO: 


 


	 	
        The Company:
	 	
        NeuroOne Medical Technologies
        Corporation

        10006 Liatris Lane

        Eden Prairie, MN 55347

        Telephone: (952) 237-7412

        Attention: David A.
        Rosa

        Email: daver@neurooneinc.com

	 	 	 	 
	 	With copies to:	 	
        Honigman Miller Schwartz
        and Cohn LLP

        650 Trade Centre Way

        Suite 200

        Kalamazoo, MI 49002

        Telephone No.: (269)
        337-7702

        Facsimile No.: (269)
        337-7703

        Attention: Phillip
        D. Torrence

        E-mail: PTorrence@honigman.com



 








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